Rithm Acquisition Corp.

The $230,000,000 trust funding fixes the absolute baseline for per-share redemption calculations across all 23,000,000 Public Shares, and anchors the hard redemption deadline calendar at exactly 24 months post-closing unless the charter’s 27-month extension clause (triggered by a letter of intent within 24 months) activates. Management’s explicit confirmation of zero target selection or negotiations places the security firmly in the pre-deal search phase, indicating that near-term catalysts should be limited to periodic financing or extension votes rather than transaction closings. Investors should monitor the $20,000 monthly sponsor fee and the availability of up to $1,500,000 in uncommitted Working Capital Loans as the primary ongoing cost structures that must be serviced from trust interest or sponsor credit. The $8,050,000 deferred underwriting commission functions as a structural contingent liability payable exclusively upon Business Combination completion, directly impacting net trust distributions in a merger scenario. Because the Company reports zero operating revenues and relies on the trust for liquidity, the filing reinforces that redemption outcomes depend entirely on whether the sponsor can deploy the $230,000,000 within the defined Combination Period or present a viable target meeting the 80% fair market value threshold noted in the prospectus.

This filing confirms the SPAC's baseline structure: the trust holds $10.00 per share; the deadline to complete a business combination is 24 months from the closing (February 28, 2027, extendable up to 27 months if a definitive agreement is signed within 24 months); public warrants are exercisable at $11.50 and redeemable at $0.01 per warrant when shares trade at $18.00+; Founder Shares are locked up until 180 days after a business combination; Private Placement Units are locked up for 30 days post-combination; the Sponsor has agreed to vote in favor of any initial business combination and not to redeem its shares; and the Company intends to target financial services, real estate, and digital infrastructure sectors.

The mechanical framework ties sponsor economics heavily to early de-SPAC execution, given founder shares acquired at $0.004 per share, an anti-dilution provision targeting a 20% post-combination class ratio, and waived liquidation rights on private shares. The 15% redemption limitation and warrant expiration upon liquidation create asymmetric risk profiles between public shareholders and insiders. Time sensitivity stems from the fixed 24-to-36 month search horizon, which the filing notes may give target businesses negotiation leverage.

This filing provides the most current financial condition and finalizes the prospectus for the IPO. Investors can see the trust account will be $200,000,000 ($10.00 per public share), the sponsor's founder shares were issued at $0.004 per share, and the dilution table shows immediate dilution of up to 110.7% in a maximum redemption scenario. The SPAC has 24 months (27 months if a letter of intent is signed within 24 months) to complete a business combination, with a possible extension up to 36 months. The filing also details the sponsor's conflicts of interest, redemption mechanics, and the ability to extend the deadline with shareholder approval.

This is the foundational public filing for RAC's IPO, providing investors with the full terms of the offering, trust structure ($10.00 per share deposited), sponsor economics (founder shares at $0.004 per share), and the 24-month (or 27-month) deadline to complete a business combination. The filing also discloses the sponsor's affiliation with Rithm Capital, a large asset manager, and the intended focus on financial services, real estate, and digital infrastructure. No deal progress is reported.

SEC review comments typically delay effectiveness of the S-1, which can constrain the operational window to negotiate and consummate a business combination or trigger sponsor-led extension purchases if the trust period approaches its limit. While the regulatory observation does not immediately impact shareholder redemption pricing or the $10.56 trust balance, it indicates a governance and disclosure control issue regarding how outside counsel framed legal opinions.

The letter does not modify Rithm’s $10.56-per-share trust balance, shareholder redemption rights, or February 27, 2027 termination deadline, but it creates a procedural gating condition for transaction effectiveness. If Rithm fails to satisfy the staff’s demand for transparent conflict-of-interest reasoning, SEC review stalls, pushing back any announced business combination, cash conversion window, and associated redemption trigger dates.

RAC is initiating its IPO. This filing sets the baseline for all future redemption deadlines, trust value, and sponsor conduct. Key items: trust per-share value $10.00; 24-month (or 27-month with LOI) deadline to complete a business combination, plus a potential 36-month hard cap; sponsor purchased founder shares at ~$0.004 each and will purchase $6.0-6.6 million in private placement units; independent director nominees received 50,000 founder shares not subject to forfeiture; sponsor receives $20,000/month for administrative services; up to $1.5 million in working capital loans convertible into private placement units at $10.00 per unit; founder shares locked up until 180 days post-business combination; private placement units locked up until 30 days post-business combination; all securities subject to a 180-day 'no-transfer' period from the prospectus date unless released by underwriters.

According to the Company’s revised disclosures, the Rule 14e-5 compliance language establishes the operational parameters for potential unconstrained tender buys, which the Company states could influence arbitrage strategies and the composition of the redemption pool if public shareholders accept above-trust offers. The Company’s clarification of monthly administrative draws informs how ongoing sponsor expenditures may interact with trust reserves.

The prospectus states the company has generated no operating revenues and has not identified a target or initiated substantive discussions. The filing attributes the sponsor identity to an affiliate of Rithm Capital Corp. (NYSE: RITM), citing a $5.6 billion market capitalization as of December 19, 2024, $42.3 billion in total assets, and $34.0 billion in assets under management as of September 30, 2024. Regarding sector strategy, the company intends to focus on financial services, real estate, and digital infrastructure.

What changed: A Schedule 13G/A beneficial ownership report filed on 2026-05-15, identified by SEC document number 0001905106-26-000103, designating Meteora Capital, LLC as the reporting institutional holder for an amendment to prior equity disclosures. The filing functions as a routine compliance exhibit amending a previously submitted Schedule 13G. The provided excerpt contains no share quantities, percentage thresholds, acquisition dates, or transaction codes attributable to Meteora Capital, LLC. Consequently, it reports no data bearing on redemption deadline pressure, trust value trajectories, extension voting alignment, business combination progress, or sponsor conduct. Why it matters: The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Attributed solely to Meteora Capital, LLC as a standard SEC disclosure, the amendment tracks institutional position changes but supplies no numerical holdings or commentary. Without disclosed share counts or transaction details, the filing does not materially affect shareholder decision-making mechanics, alter the SEARCHING designation, or influence the timing of the upcoming business combination.

What changed: 10-Q (Quarterly Report) for the quarter ended March 31, 2026. Trust account per-share redemption value increased from $10.26 to $10.46 due to interest earned; net income of $4.2 million for the six months; no business combination announced; going concern uncertainty reiterated. Why it matters: The trust value growth benefits shareholders, but the SPAC still faces a February 2027 deadline without a target, and management has expressed substantial doubt about its ability to continue as a going concern.

What changed: A routine compliance exhibit—specifically, an amended Schedule 13G beneficial ownership report filed under SEC accession number 0001393825-26-000030, stating that Hudson Bay Capital Management LP and Sander Gerber are reporting persons for Rithm Acquisition Corp. The provided excerpt lists only the filing title, the accession number, and the two holder names. It contains no share counts, percentage thresholds, transaction dates, amendment narratives, or explicit disclosures of what differs from prior filings. Why it matters: Per the issuer context, Rithm Acquisition Corp. maintains a trust value per share of $10.56 and faces a business combination deadline of 2027-02-27 while operating in SEARCHING status. Schedule 13G/A filings alert the market to passive equity position updates, which investors monitor to gauge institutional appetite ahead of redemption windows, extension votes, or target announcements. Because this excerpt omits quantitative holdings and purpose statements, it currently offers no measurable signal regarding redemption mechanics, trust liquidity dynamics, extension probability, or sponsor conduct.

What changed: A Joint Acquisition Statement pursuant to Rule 13d-1(k) attached to a Schedule 13G beneficial ownership report. The filing creates a joint reporting framework between Empyrean Capital Partners, LP and Amos Meron for their Schedule 13G submission. According to the attached acknowledgment, each holder consents to joint responsibility for the timeliness and completeness of future amendments but remains individually liable for information concerning itself unless it knows or has reason to believe the other party's disclosures are inaccurate. The text discloses zero share quantities, acquisition dates, ownership percentages, or transaction prices. Regarding RAC's SPAC mechanics, the document provides no update to the redemption calendar, trust distribution mechanics, extension procedures, target search status, or sponsor conduct. Signatory Jennifer Norman, identified in the text as Chief Compliance Officer of Empyrean Capital Partners, LP, and Amos Meron execute the statement on February 17, 2026, confirming only the administrative coordination of the regulatory filing obligation. Why it matters: For investors monitoring Rithm Acquisition Corp., this filing reflects routine compliance administration rather than a transfer of control or voting bloc consolidation that would trigger redemption windows, proxy solicitations, or extension votes. Because the excerpt omits the mandatory Schedule 13G data fields—including total shares beneficially owned, percentage of outstanding stock, acquisition cost, and passive versus activist classification—the document carries no immediate operational impact on the trust fund, deadline timeline, or merger negotiation posture. Joint 13G filings frequently accompany institutional block stacking, family-office co-holding, or advisory compensation structures; however, without disclosed thresholds, the precise market implication for sponsor behavior or target timeline adjustments remains indeterminate. The filers' language confirms that distinct ownership positions exist but are consolidated under a single procedural umbrella, meaning analysts must examine the accompanying principal data rows (typically filed simultaneously in the same SEC submission) to determine whether coordinated accumulation crosses the five percent reporting boundary relevant to redemption protection or director slate nominations.

What changed: A Schedule 13G/A beneficial ownership report, which in its own terms is a routine regulatory compliance exhibit used to publicly declare institutional equity stakes. The filing text attributes the reporting holder solely to Meteora Capital, LLC and contains no amendment rationale, share counts, percentage shifts, or mechanical disclosures affecting the $10.56 trust value, the 2027-02-27 deadline, redemption thresholds, extension proposals, target search activity, or sponsor conduct. Why it matters: Because the excerpt lacks all required 13G/A data elements—including acquisition dates, purpose of acquisition, and ownership percentages—it cannot trigger or delay any SPAC structural timeline. The document contains zero substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; therefore, there are no assertions to attribute to management, sponsors, or third parties, and the filing carries no material impact on deadline tracking or capital structure monitoring.

What changed: SEC Form 10-Q (quarterly report) for Rithm Acquisition Corp. for the quarter ended December 31, 2025. Trust value increased from $235,989,097 (Sep 30, 2025) to $238,434,852 (Dec 31, 2025). Redemption value per share increased from $10.26 to $10.37. Net income of $2,176,758 was reported for the quarter, driven by $2,445,755 in interest earned on the trust. Cash decreased from $551,200 to $401,091. Accrued expenses increased from $51,261 to $101,912. Accumulated deficit widened from $(7,220,746) to $(7,489,743). The company disclosed a substantial doubt about its ability to continue as a going concern and is still searching for a target. Why it matters: The increase in trust value and redemption price confirms continued trust accretion. The reduction in cash and increase in accrued expenses indicate the cash burn from operations is consuming working capital. The going concern disclosure signals liquidity pressure, common for SPACs still searching. The 24-month combination deadline runs from February 28, 2025, meaning the deadline is approximately February 27, 2027. Management's statement that it currently lacks liquidity to sustain operations for one year is a key risk indicator.

What changed: A Form 8-K current report and accompanying press release (Exhibit 99.1) documenting a routine compliance notice from the New York Stock Exchange regarding failure to satisfy continued listing standards. On January 26, 2026, the NYSE notified Rithm Acquisition Corp. that it violated Section 802.01B of the NYSE Listed Company Manual for maintaining fewer than 300 public stockholders. The Company has 45 days to submit a business plan demonstrating how it expects to regain compliance within 18 months. Upon receipt, the NYSE has 45 days to review whether the plan reasonably demonstrates an ability to meet the standard. Trading continues under existing tickers during any approved 18-month cure period, contingent on meeting other listing requirements and passing periodic reviews. If the plan is rejected or implementation fails, the NYSE may commence suspension and delisting procedures. The Company states the Notice carries no immediate impact on listing or trading. This filing does not amend the SPAC’s statutory redemption deadline, modify trust account distribution mechanics, announce a formal business combination extension, or report changes to sponsor conduct. Why it matters: Operating below the 300 public stockholder threshold often reflects concentrated sponsor/insider ownership post-offering, which can reduce secondary liquidity and increase pressure to accelerate a deSPAC transaction to stabilize the capital structure. The 18-month compliance window parallels the typical SPAC merger runway; failure to secure a target or sufficiently broaden the shareholder base before the NYSE acts would likely trigger default conditions forcing redemptions at the then-current trust value per share. Beyond the listing mechanics, per the January 30, 2026 press release, the Company identifies Rithm Capital Corp. as its sponsor affiliate and outlines an investment strategy targeting companies in financial services and real estate, alongside digital infrastructure opportunities at the convergence of infrastructure and technology. Management further asserts, via the same press release, that its team is positioned to drive ongoing value creation post-business combination based on prior cross-sector investment experience. All forward-looking assertions regarding the submission timeline and sector focus were attributed by the Company to its leadership team.

What changed: Annual report on Form 10-K for the fiscal year ended September 30, 2025 (first fiscal period from inception November 21, 2024 through September 30, 2025). First annual report since the IPO (February 28, 2025). Trust account per-share value rose from $10.00 at IPO to $10.26 at September 30, 2025 (trust balance $235,989,097 on 23,000,000 public shares) due to $5,989,097 of interest income. The company has selected no target nor initiated any substantive discussions. Management expressed substantial doubt about the company's ability to continue as a going concern, citing insufficient liquidity to sustain operations for one year from the financial statement issuance date. The deadline to complete a business combination is 24 months from IPO (February 28, 2027), extendable by three months if a definitive agreement is signed within 24 months. No extension has been sought. The company reported a net income of $5,451,008 from interest income, with $551,200 cash outside trust and $752,886 working capital. Sponsor owns 19.8% of ordinary shares and has agreed to waive redemption rights on founder and private placement shares. Sponsor transferred 75,000 founder shares to three independent directors. Why it matters: The filing confirms the SPAC remains in search phase with no target identified, a ticking deadline, and a going concern qualification that highlights the risk of liquidation if a business combination is not completed in time. The trust per-share value has modestly increased, but the company's limited working capital outside trust and the going concern note signal that the sponsor may need to fund operations or the SPAC may face pressure to either find a deal or liquidate. The disclosure of sponsor conduct and conflicts of interest is standard but reinforces the alignment of sponsor incentives with deal completion.

What changed: Schedule 13G/A — an amended beneficial ownership report under Section 13(d) of the Securities Exchange Act listing five institutional holders (Lighthouse Investment Partners, LLC; MAP 204 Segregated Portfolio; MAP 214 Segregated Portfolio; Shaolin Capital Partners SP; Eagle Harbor Multi-Strategy Master Fund Limited). The provided excerpt records only the identity of the reporting parties and labels the submission as a Schedule 13G/A amendment. It contains no disclosed share quantities, percentage thresholds, acquisition or disposition dates, joint exercise arrangements, or stated investment purposes. Accordingly, the filing does not update the redemption calendar, trust distribution schedule, extension timeline, target business combination status, or sponsor governance record. Why it matters: Institutional investors utilize 13G/A filings to notify regulators of material changes in beneficial ownership or shifts in investment intent. While this excerpt lacks the share counts, acquisition dates, and purpose codes that would indicate whether these entities are building, trimming, or maintaining positions in RAC equity, such amendments routinely surface during portfolio rebalancing, index fund adjustments, or pre-transaction positioning. Absent the full pages detailing actual share movement or voting commitments, the filing serves as a standard compliance marker rather than a catalyst for redemption timing or merger execution.

What changed: A Joint Filing Statement (Exhibit I) attached to a Schedule 13G/A amendment, establishing a Rule 13d-1(k) joint filing arrangement among four affiliated entities and individuals. Per the executed acknowledgments dated November 14, 2025, the undersigned parties confirmed that future Schedule 13G/A amendments will be filed jointly on behalf of First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC without requiring additional acquisition statements. Each signatory accepted sole responsibility for its own submitted data, expressly disclaiming liability for others’ data unless it knew or had reason to believe such information was inaccurate. The document reports zero modifications to redemption deadlines, trust share valuations, extension proposals, target acquisition progress, or sponsor conduct. Why it matters: Because the exhibit contains exclusively administrative language governing SEC disclosure logistics, it does not trigger any redemption calendar shifts, trust account balance adjustments, extension mechanisms, deal-milestone announcements, or sponsor governance reviews for RAC investors. The only substantive non-procedural content originates from the signature blocks, which attribute the titles Trustee, Vice President and Assistant Secretary to Joy Ausili and Chief Operating Officer to Chad Eisenberg, both signing on behalf of the listed First Trust affiliates. Without accompanying filing pages disclosing share counts, acquisition prices, or trading activity, this document alone carries no operational weight for tracking capital commitments or SPAC timeline progression.